Generali SpA

    premises & global services
                             

    Role, functions and activity

    The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

    The responsibilities allocated to the Board of Directors include:

    • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
    • Proposing the allocation of profit shown in the financial statements and the distribution of dividends.
    • Taking decisions on the merging, opening or closing of departments and secondary offices.
    • Appointing one or more general managers, setting their powers and responsibilities, and revoking the appointments.
    • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.
    • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.
    • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

    The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

    Board Diary 2016

    The main activities and goals of the Board of Directors in 2016 are listed in the following charts:

    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Review of Group CEO’s succession plan policy and update of performance review and succession planning processes
    • Approval of impairment test procedure
    • Resolution on activity plans of Internal Control functions
    • Update of Group Policies
    • Resolutions on subjects raised by the Regulator
    • Approval of budgets of Board Committees and the Supervision and Control Committee
    • Approval of advice for Shareholders on the size and membership of the Board of Directors for the three-year period 2016-2018
    • Remuneration of control functions
    • Assessment of professional, respectability and independence requirements for directors
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Approval of consolidated financial statements, Parent Company’s draft financial statements, Directors' Report and proposed distribution of dividend
    • Evaluation of adequacy and efficiency of Internal Control and Risk Management system
    • Review of adequacy of the organisational, administrative and accounting systems of the Company and its Strategic Subsidiaries
    • Approval of the activity plan of the Manager in charge of preparation of the Company's financial reports and the associated budget
    • Update of Group Policies
    • Appointment of new Group CEO
    • Increase in share capital for the purposes of the 2013 LTI Plan
    • Review of RPT procedures
    • Remuneration of key management personnel
    • 2015 Remuneration Report
    • Corporate Governance and Share Ownership Report 2015
    • Call of General Meeting and approval of the associated reports
    • Outcomes of the 2015 incentive plans for the Group CEO/Managing Director and GMC members
    • Approval of remuneration of new Group CEO/Managing Director and Manager in charge of preparation of the Company's financial reports
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of business trend
    • Report on Internal Control and Risk Management System as required by art. 28.2 of ISVAP Regulation no. 20 of 26 March 2008
    • Parent Company Report as required by s. 28-bis of ISVAP Regulation no. 20 of 26 March 2008
    • Update of Group Policies
    • Appointment of Company officers and grant of delegated powers
    • Appointment of Board Committees
    • 2015 Sustainability Report
    • Assessment of directors’ professional, respectability and independence requirements
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Quarterly Report as at 31 March 2016
    • Examination of Day One Report of the Company
     
    • Assessment  of directors’ independence requirements
    • Amendment to OMM pursuant to Decree 231.
    • Resolution on new organisational structure
    • Appointment of Supervision and Control Committee
    • Remuneration of Chairman, Group CEO and Board Committee members
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of business trend
    • Examination of Day One Report of the Group
    • Solvency II Induction
    • Approval of 2015 ORSA Report
    • Update of Group Policies
    • Approval of internal control and risk management Directives
    • Check on interlocking events pursuant to s. 36 of Order of the Executive no. 201 of 6 December 2011.
    • Amendment to Regulation of the Board of Directors and Board Committees
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of business trend
    • Strategy Day
    • Half-year report as at 30 June 2016
    • Insurance Induction
    • Approval of revised 2016 Audit Plan
    • Update of Group Policies
    • Review of adequacy and efficiency of ICRM system
    • Examination of complaints mgt. report
    • Update to market abuse policies
    • Resolution on remuneration of Group CEO/ Managing Director
    • Approval of 2016 LTI Regulation
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of business trend
    • Request for approval of amendments internal capital calculation model (Solvency II)
    • Update to Group Policies
    • Approval of Group and Company investment policies
     
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of business trend
       
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of interim financial information as at 30 September 2016
    • Strategy Day
    • Resolution on revision of Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan
    • Resolution on appointment of external advisor for Board Review  2016-2018
    Strategy and Finance

    Internal Control and Risk Management

    Governance
    • Examination of 2016 forecast, 2017 budget and 2017-2019 rolling plan
    • Update to Group Policies
    • Resolution on revision of the Risk Appetite Framework
    • Resolution on the update to 2016 Audit Plan
    • Resolution on structure and operating mechanisms of 2017 Group STI and LTI plans

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    2016 BOARD DIARY - Main activities and goals 163 kb